Govt to introduce new legislation over meetings, as firms uncertain about how to comply with COVID-19 rules

Mar 31, 2020

SINGAPORE: The Government will introduce new legislation to provide clarity over how meetings are conducted, the Ministry of Law and Ministry of Finance said in a media release on Tuesday (Mar 31).

This comes after businesses voiced concern about how they should comply with new COVID-19 rules on gatherings while also acting in accordance with legal provisions governing meetings.

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Last week, the authorities announced tighter measures to minimise the spread of COVID-19, including limiting gatherings outside school and work to a maximum of 10 people. The regulations came into force last Friday.

READ: COVID-19 temporary measures: Gatherings outside of school and work limited to 10 people, entertainment venues to close

“We are aware that certain provisions in written law and certain legal instruments (such as a company’s constitution) provide for personal attendance at meetings,” said the law and finance ministries in Tuesday’s release.

“The Government has received feedback that businesses are uncertain about how to comply with both those provisions and the regulations.”

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As such, the Government will introduce new legislation at the next Parliamentary sitting to provide “legal certainty” on this issue.

The proposed provisions will allow for alternative arrangements to be made for when personal attendance at a meeting is provided for “in any written law or legal instrument”.

Example of such meetings include those under the Companies Act and company constitutions (for example annual general meetings), meetings held under trust deeds, creditor’s meetings and meetings held under the trade union’s rules.

Under the proposed provisions, meetings held on or after Mar 27 in accordance with alternative arrangements will be deemed to have satisfied the relevant legal requirements.

If passed, the provisions would be brought into force “as soon as possible”, according to the release.

In the meantime, those planning to conduct meetings and who are not sure about how to comply with current safe-distancing measures should approach their regulators for advice.

UPDATED GUIDANCE FOR SHAREHOLDER MEETINGS: MAS, ACRA, SGX REGCO

Following the ministries’ announcement, the Monetary Authority of Singapore (MAS) and the Accounting and Corporate Regulatory Authority (ACRA) and Singapore Exchange Regulation (SGX RegCo) issued updated guidelines for conducting general meetings.

As announced previously, issuers can choose to defer annual general meetings to after Apr 30 if specified criteria are met, said the three bodies.

For issuers who choose to proceed with meetings before this date, the bodies set out updated guidelines on how these should be held.

Meetings held before this date should meet specific criteria, including letting shareholders ask questions, having the meeting shown by “live” webcast and allowing for proxy voting.

Issuers should invite shareholders to submit questions in advance, and then “publicly address” substantial queries via their website, webcast and on SGXNet.

Any quorum requirements will be satisfied through the attendance of the minimum number of shareholders specified in the issuer’s constitution, or up to the number of individuals permitted under the regulations, whichever is lower, said the release.

Other arrangements could include organising virtual information sessions before meetings start as well as at the close of proxy voting, to let shareholders engage with management.

In terms of proxy voting, shareholders must appoint the chairperson of the general meeting to act as proxy and direct the vote at the general meeting, said the release.

Issuers are also strongly encouraged to provide at least 21 days’ notice to shareholders on the general meetings, to allow shareholders to consider the matters, pose questions and vote via proxy.

Issuers must also publish minutes from the meeting on their websites.

“Issuers’ disclosures are crucial to shareholders’ decision-making,” said the release. “The COVID-19 situation has had extraordinarily huge global impact in just a matter of weeks.”

“Many issuers are therefore operating under circumstances that are evolving very quickly and significantly,” it added.

“We would therefore like to remind issuers to carefully consider these and other developments in their responses to shareholders and their disclosures.”

BOOKMARK THIS: Our comprehensive coverage of the novel coronavirus and its developments

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